Ben 10: An Alternate Tale
by The Great Dark Writer
Summary: Were all used to the cocky, arrogant and sometimes selfish Ben Tennyson. But, we've all come to love that character. Now, Instead of being cocky, arrogant and selfish, this Ben is the complete opposite. Strong Ben! Smart Ben! Dark at times! Ben.
1. Chapter 1

**Hey guys, what's up! So, as of now, I decided to write a Ben 10 fanfiction. The reason being is just because I love the series. I grew up watching the show, and instantly fell in love with it when as I was growing up. As of now, I still love it, not because of the characters but because of the potential it has overall. I mean seriously, imagine if this was an actual anime, if their was some actual tragedy and angst, and constant character development. Don't get me wrong, loved most of the character. Yes, even Ben. So, don't go and say that hate his character and I changed it. Though, the reason for OOC, is basically to keep you guys interested.**

 **The character development through Alien Force and Ultimate Alien was really something, I will say that.**

 **Then Omniverse comes around and what do we get? Wacky ass characters, alien designs, shitty humor, useless aliens, boring and joke-ish villains, besides Malware, he was a fuckin beast and an even shitter Omnitrix. I mean seriously, we were all thinking what could compensate for the loss of the Ultimatrix? We were all expecting something cool or something big to come… but no, oh no that's not what we get. Well, not exactly, we did get a big piece of shit. The Omnitrix that Ben gets in Omniverse was worse than the original… ya know, the PROTOTYPE Omnitrix. Nuff said.**

 **So now that my rants done, I'll start explaining the details of the Fanfiction.**

 **As I said before this will be like an anime in pretty much all aspects. I will not be writing it as a cartoon. So, expect some dark/darker plots and scenes, cursing and lots of violence. Don't get me wrong, I love Ben 10 as a whole, but I want to have a go at it and change a lot of things, some that don't need changing and some that do. A lot of you will probably disagree with my changes and all of you have that right. But right now, I'm just being creative.**

 **Warnings: Slight OCC-Ness in some characters. Strong. Smart. Mature/Maturing Ben.**

 **Also, as for character ages and designs. Ben and Gwen will both be 14 years of age. So, picture both of them in their original design except; taller, and defined… or in Gwen's case… equipped… yea. Ben will have spiker hair, with it with it hanging over his left eye (Think of Academy Kakashi with his scarf on from Naruto, just a tad less spiky).**

 **I think that's all… Yup! So, yea, Enjoy!**

 **Ben 10: A Different Tale**

A Fourteen-year old young man, named Ben Tennyson was currently bored out his mind. Here he sat in the back of his school class room with his head draped over his hand with half idled eyes as he listened to his teacher rant and rave over a lesson that she thought was necessary.

Ben was below average height for his age, standing at Five-foot even. He had a muscular frame, but he was generally thing and his muscles weren't bulky. They were around the size of a swimmers build, maybe a little bigger, but not by much. He wore a white long sleeve shirt that had a thick black stipe going straight down the middle. He also had on a pair of black pants and dark green sneakers, on his hands, he had blue-ish wrapping around his hands, but they only covered the palm of his hand and they also went down to his knuckles, but his fingers were free and uncovered.

He also had blue-ish medical wrapping around his throat, but it wasn't tied to tightly, but appeared to be. There was also a small white bandage patch the on his right cheek.

Ben yawned silently as stared forward with a bored look in his singular exposed dull green eye.

' _I mean seriously, it's like a few minutes before Summer vacation starts. What can be so important?'_ Ben thought with squinted eyes as he peered over to the clock in the corner of the room and read the time.

' _Sometimes I really hate school… okay never mind. I always hate school.'_ He thought in frustration as he sat in boredom for the next few minutes. _'Though, I wonder where Grandpa Is taking me this Summer. It better not be dull… though knowing him, it will be unpredictable.'_ The green-eyed teenager thought as the bell finally rung and the class erupted in a frenzy of papers and cheers. All this the teacher trying to calm everybody down but failing miserably.

Ben just chuckled silently in amusement as he left his seat with his black backpack on and walked out the door. Though he failed at seeing two young boys around the same the age Ben glaring at him, before they simultaneously broke into cocky grins and followed Ben out the door thirty seconds later.

 _ **Ben 10:**_

Ben just walked down the hallway and occasionally dodged an object that was thrown near him by the other students. He just snorted in amusement and reached inside his back pocket and pulled out a special dull red book. Why this book was so special, well… it was a smut or a porn book, and he had been reading them for the past couple years. He flipped it open to the first page and began reading while walking. Occasionally his face lit up in a light pink-ish hue as he kept reading.

Just as Ben turned a corner in the hall he bumped into something… or rather someone. Ben curiously looked up for a moment and mentally cursed in annoyance. It was Cash and JT.

Cash was a tall kid, with him being five-foot-eight in height. His skin had a darker tone. He also had short black hair thick black eyebrows. He was wearing a grey T-shirt with blue accents and with a light blue cash register on it. He also wore blue shorts and white shoes.

J.T was average height, being at least a head shorter than his partner, Cash. He had unkempt, brown hair and brown eyebrows. He had light blue, round shaped glasses, he also had a dark olive shirt and a yellow T-shirt under that. He wore light olive pants and brown shoes.

"What do you think you're doing, loser?" Cash asked in harsh tone and his 'partner' nodded his head in agreement, as if they weren't waiting for him around the corner.

"Wow Cash, I _never_ knew you were there. Let me move around you and next time I'll take the other way out. Would you like me polish your shoes as well, your highness?" Ben asked in a fake caring tone. Cash and J.T picked his tone up and both growled in anger.

Ben just smirked in amusement at his two 'bullies'. _'Please, these two couldn't even bully a first grader.'_ He mentally scoffed.

"Who do you think you are talking to him like that, you better show him the respect he deserves… or else." Cash's loyal lap dog threatened with 'frightening' glare.

"Look Cash and J.T, I have stuff to do. So, why don't you guys leave me alone or I'll strap you to a chair and make you listen to the worst thing you could possibly think of until blood runs out from your eyes and ears… and I promise the last thing you will hear as you travel into oblivion for the very last time, will be my sadistic laughter… and watching you two scream with bring nothing but everlasting joy to me. So, please do it, it will serve for my personal amusement." Ben threatened as he narrowed his one singular eye in a dark glare. Both of the 'Bullies' eyes widened for brief moment before they broke out in laughter, but they were both doing that to actually hide that good amount of fear in their hearts as they internally thought what would happen if Ben actually did carry out that threat.

Ben just looked ahead with a blank look for a few seconds, before he shrugged and began walking away. He came to the conclusion long ago… they were both really fuckin' weird. Though they did make life more lively and made it more amusing, so that was a bonus. Shaking himself out of his thoughts, he began read his book once again, but this time, he wasn't interrupted for the rest of the walk.

He was so focused on his book that when he got outside, he never noticed that his ride was waiting for him. Said ride was his Grandpa's RV. The RV looked the standard RV, except it being a little on the old side, as it sported several blotches on the lower sides of the RV.

His train of thought was cut off as a loud beeping noise that came from right in front of him. Ben slowly looked up from his book. Surprisingly, there was his Grandfather's RV, parked right in front of him. The window rolled down in a rapid pace and revealed an older man that wore a red buttoned-up Hawaiian shirt with a floral design.

"C'mon Ben, were burning day light!" His grandfather Max called out to him. Ben couldn't resist the tiny smile that perked up on his lips. He quickly jogged forward and opened the side door. Ben quickly stepped in, albeit slowly, as he observed his surroundings and closed the door without looking back. And he found something, or rather someone sitting in the booth, which he just chose to ignore. Something his grandfather caught but didn't comment on.

"Hey Grandpa." Ben greeted quietly in his normal raspy voice as he walked up forward towards Max and gave him a half-hug that lasted a few seconds before they split. While Ben and his grandfather were familiar with each other, they didn't really see each other to often. Maybe once or twice every six months.

"It's nice to see you too kiddo. So, tell me, anything interesting happen today?" The old man asked curiously. Ben thought about it for a second before he shook his head negatively, causing the old man to nod in understanding.

"Aww~, ignoring little ol' me?" A feminine voice sounded out from behind them. Ben turned around and was greeted by his orange haired cousin that he hadn't seen since he eight. Ben's face was emotionless as he gave halfhearted wave as walked over to her.

She stood at average height and wore a tight, long sleeve, blue shirt, that showed off her developing breasts, which weren't a bad size for he age… something that Ben caught but didn't say anything. She also wore a pair of semi-tight, black pants. She had long, orange hair that was in a tight ponytail that fell down to her mid back. This was Gwen Tennyson, Ben's cousin.

"Hey… Gwen, haven't seen you in quite some time." Ben drawled out in uninterested tone that was over his raspy voice, causing Gwen to quirk an eyebrow in either confusion or curiosity, either one, Ben couldn't tell, nor could he find himself to care.

"What's wrong Ben, I thought you would be complaining about being spend time with a 'dweeb' or a 'geek'." She stated mockingly. Ben looked at her with an indifferent expression before responding.

"Your wrong Gwen. Things have changed, way more they you would know. I'm not that same kid I was six years ago." Ben responded to her as he sat down in the booth across from Gwen. She frowned and looked at him weirdly.

"What do you mean?" Gwen asked with a confused expression. Ben let out a small sigh, he figured he could explain some stuff to her, but that didn't mean he would tell her everything, just a few things and he'd maybe even twist the truth, just a _tad_ bit.

"Look Gwen, I grew up, I'm not that childish anymore. If you want to call me names and nitpick at everything I do, then go ahead, I'm not stopping you. But, I'm not going to waste my energy and my time to fight with you every day or every time we see each other. I would actually like to at least try to get along with you." Ben explained but ended off with a small smile, showing off some his white teeth.

Gwen looked on with a shocked expression. _'What happened to Ben, he used so full of life and never could sit still… but he's completely calm and lazy… not only that, he's being nice."_ She thought in complete shock, yet there was this small part of her that was generally interested.

Ben looked on for a few seconds before sighing once again and leaned back into booth with his hands resting behind his head.

"Alright kids were leaving to go to a campsite which is just out of the state, we'll be staying there for the weekend. So, get ready for a decently long drive." Max's voice called out from the front of RV, snapping Gwen out of her thoughts.

Ben didn't say anything, he just peered out of the window and watched the as RV move past certain landscapes.

"Your serious, aren't you." It was more like a statement more then a question.

Ben's gaze softened before he stared at her eyes from the corner of his, "Yea, I am Gwen. To be honest, we never really knew each other to well before, we were always fighting back then. So, how about we start anew?" Ben asked with a small smile on his face, before he turned to her completely. "My name is Ben Tennyson, nice to meet ya cuz." He reintroduced himself as he held out his hand for a shake. Gwen looked on with a stunned expression, before her expression turned into a good sized grin that showed off her perfect white teeth.

"I'm Gwen Tennyson, nice to meet you as well, cousin." Gwen smiled at him as she shook his hand.

Max looked at them through the mirror with a smile. It would seem they were getting along just fine. He breathed small sigh of relief at that, he really did not want to deal with those two fighting all summer.

"So, why don't you tell me a bit about yourself?" Ben requested as he once again leaned back into the booth with his hands folded behind his head.

Gwen looked at him for a few seconds, before answering.

"Well…"

 _ **Ben 10:**_

And so on, Ben and Gwen talked for a while, both exchanging questions to try to get to know each other. But Ben responded to her questions with very few words, but they did get his explanation off effectively, so she couldn't fault him for that… it just annoyed her at the fact they he barley said anything over fifteen words in an answer.

As it got dark, Ben decided to rest for a bit in the bunks in the back of the RV. So, time drifted by and Gwen was officially bored out of her mind as well, so she decided to chill a bit on her laptop and started listening to music with her ear plugs in.

Just as the night settled in, Max called out for them both.

Ben did so, albeit grudgingly, his already spiky and messy hair was even messier, his shirt was slightly wrinkled. He looked at Gwen with his normal half idled, dark green eyes. She smiled a small bit in a greeting, Ben just walked over to her and nodded.

"Do you know what were doin' here?" Ben asked his already raspy tone was even more raspier, most likely from just waking up.

She nodded slightly. "Sorta. Grandpa said we were just camping here for a couple of nights. You know, just to kick off our vacation, at least that's what he said." Gwen told him, causing him to let out a small sigh in frustration.

He'd already known that already, though it looked like Gwen was just as confused as he was. So that was kinda reassuring.

"So… what do you want to do?" Gwen asked her cousin as they walked out of the RV.

Ben looked thoughtful before responding, "I have no idea, man this is so dull." Ben drawled out with a yawn.

Gwen had to stiffen a giggle while watching Ben do that, she to admit, cousin or not, he did look cute. Especially while doing that.

"Oh, there you guys are, c'mon help me set up the tents." Max beckoned as he pointed over to the partially set-up tents.

Ben and Gwen sighed, but they went started doing their respective tents. Just as they got done, Max called them over to the campfire, while he was cooking whatever. It looked like a mix between squid and lettuce.

Both sat down, though Gwen looked a little reluctant. Ben's face morphed into a small smirk and stared right were his grandfather was cooking.

"I see you haven't gotten over your horrible cooking habits." Ben commented as his smirk got bigger. Max smirked a little as well.

"Well, you know what they say, why fix what isn't broken?" He quoted with a smirk of his own.

"On a serious note, your not going to make us eat that… are you?" Gwen asked with a grossed-out look of her face. Ben just chuckled a little in amusement and he slung his arm over Gwen's shoulder whispered something.

"C'mon, it's not that _bad_." Ben mocked with a full-blown smirk, causing Gwen to look even worse.

"Seriously, please tell me aren't eating… what ever that is." She pleaded again with a serious, yet desperate look in her eyes.

"Well… while you two figure that out, I'mma go for a walk." Ben informed them before he walked away.

"He's just doing this as an excuse to not eat anything, isn't he?" Gwen asked in deadpanned tone. Max didn't say anything, he just smiled as he stared into the fire.

 _ **Ben 10:**_

He was walking deep into the forest, which was relatively quiet. Ben had to admit, so far, things have been fairly boring. The only amount of 'excitement' he felt was when he talked with Gwen. Though even that was pretty mundane. He just wanted something to happen and he needed it now.

' _Though, it is a nice night.'_ Ben commented in his head he stared in the night, dark sky that was lit up by numerous amounts of stars. The sound of crickets chirping and the sound birds flying off into the distance was pretty calming. At least, that what thought.

Just then, something caught his eye, he peered off to his right and saw something flicker into the sky. Curious, he squinted his eye to get a better look and was immediately shocked as he saw a shooting star.

' _Huh… isn't that thing getting a little close? Oh… SHIT!'_ Ben thought in panic as he began to run away, without thinking, he quickly ran up a tree and jumped up a few branches and found a sturdy one and crouched on it. He idly watched as the meteor crashed straight into the ground, causing an eight-foot deep crater.

Ben watched with now wide eyes as it crashed, he curious and hopped down from the tree and walked over to the meteor with one thought on his mind.

' _Should I call over Grandpa? Nah, that'd kill the fun anyway.'_ Ben dismissed the thought of reason the second it appeared. He was just hoping for some excitement… and it looked like somebody gave him what he wished.

Ben stopped right over the ledge of the crater and looked down inside of it. _'It looks like containment sphere, but if that's true… then there has to be something inside it.'_ Ben thought with a small smirk as he slid safely down as he crouched. Once he got down inside the crater, he instantly felt the amount of heat that sphere was holding. _'Probably from coming straight into the atmosphere.'_ Ben reasoned as he walked forward and ignored the ever-so increasing temperature.

Just as he got within a few feet of it, the containment sphere opened up and deep within it, a flash green was seen. Ben looked inside of it and walked a little closer to try and see what it was. He was shocked to see a bulky looking watch floating in the containment sphere. Even more curious, Ben reached inside slowly and tried to grab the watch, but just as he hand went inside the sphere, the watch literally jumped up and latched onto his wrist. Ben stopped for a few seconds before he rapidly tried to pull it off, occasionally shouting profanities while doing so. After he few minutes, he stopped trying and climbed out of the crater and began walking.

"What is this thing? And what's a watch doin' in outer space in the first place?" Ben questioned to himself. This whole situation was confusing to say the least.

Ben began fidgeting with once more, but this time, in a controlled manner. Just then, he accidently touched the forward and back green buttons. The face plate popped up and displayed a humanoid rock figure. Ben being curious, he touched the face plate and accidently forced it down and everything went black.

After a few seconds, he opened his eyes and his body was transforming into a magma-like figure. He went to scream in pain, but he realized that it didn't hurt. Just then his face melted away and reformed a second later molten rock and bright crimson flames lit up from collarbone and crackled.

Just then everything went black once more. He opened his eyes and found himself back into the real world, except he felt himself, but it wasn't himself. He brought up his hands to his face and observed and gasped in shock at what he saw.

In Ben's place was a six-foot tall, magma-based humanoid. His body was covered by dark red rocks that covered bright yellow, flowing magma.

(Just thought I put this out right now, every alien will have their original look, unless I say so. But if you want to picture them being in what ever art style then go for it.)

' _I-It w-was real?'_ Ben thought in absolute shock. _'I'm like a person flowing with magma and fire. T-This… T-This is amazing.'_ Ben thought, clearly amazed as he instinctively made small fire of his hands. He jumped in surprise, causing the flame to roll of his hand and fell straight onto the ground, sparking a small setting flame.

Though Ben didn't realize, he was just still to amazed care about his surroundings. He was still busy and way to captivated by his recent transformation to care about the rapidly starting fire. Though, he snapped out of his daze when he smelt a heavy amount of smoke. His eyes widened in shock before he went and started stomping onto the ground, but every time the fire disappeared, it would always come back stronger.

Ben growled in frustration _'What should I do?!'_ Ben thought in panic and frustration. Just as was about turned around, he heard a scream from behind him. Ben stopped for a second before turning around slowly. Imagine how surprised he was when he saw Gwen, who was heavily sweating.

"Hey Gwen!" Ben greeted with fake enthusiasm. Gwen looked on confusingly before her eyes widened considerably.

"B-Ben?!" Gwen asked shakily as she took a step back in fear.

Ben's eyes dropped, _'She's afraid of me.'_ He thought in sadness. He quickly shook off that feeling.

"Look Gwen, I have a plan on how to stop the fire, but I'm not sure if it will work. I want you to get back to the campsite. Say I'm not back in five minutes then leave." Ben told her in all seriousness.

"No, you Doffus. I'm not leaving you here!" She told him angerly. Ben growled at her before snapping his head towards her, making her flinch back in fear.

"Listen to me, I don't care if you want to stay here. But your not, I'm immune to fire, if you couldn't tell. I'll be fine. Just tell Grandpa what's happening." Ben ordered her before he turned his back towards her.

"Just… be careful, will you?" Gwen asked him. She swore she saw his fiery head briefly nod before he sprinted back into the fire. She stood there for a few more seconds with a longing look before she ran off in the opposite direction Ben went off to.

' _Be careful… Ben.'_

 _ **Ben 10:**_

Ben had just gotten to the other edge of the burning forest and he quickly brought up his hands and focused. Slowly, the fire from the forest started weaving back and forth. He focused even harder and the fire started funneling towards him at a slow pace. Just as the fire got close, it suddenly started spinning into a cyclone-like shape and was funneling straight into his bright yellow hands.

His hands started to get shaky as time went on and the fire that was right in front of his face started to become erratic. Ben slowly fell onto one knee, but he kept his hands and kept facing forward. Just as the last of the fire was gone, Ben heard a faint beeping, but he was way to tired to even notice it and fell onto kneeling position. Suddenly, in bright flash of red, Ben was normal again, yet he was in the same position, kneeling and was shoveling breaths of air as if it was his last. Truly, it really felt like it though, Ben thought.

Ben faintly heard something, but this time he did pay attention and looked up with his left eye close and right eye half-idled. He smiled faintly as he saw Max and Gwen running over to him.

Once they got over to him, they both kneeled down to and began checking for injuries. Ben just quietly chuckled.

"I'm fine… guys." He told them reassuringly. His Grandfather looked down at him worriedly, before he caught site of a watch that gave him the chills.

' _T-That's the Plumber insignia! W-What is Ben doing with a watch with that insignia?!'_ Max thought in complete shock, but he hid it with a look of concern.

"You idiot!" Gwen screamed at him, causing Ben to look up in surprise, "How could you do something so reckless?! Do you have any idea how worried I was?!" Gwen continued to yell. Ben smiled faintly, she was worried for him. While he did feel bad for worrying her, it did feel good that somebody was actually worried for him, besides his Grandfather.

"Hey… I'm alright… Just give me a few seconds… and I'll explain everything… I promise, you won't want to miss this story…" Ben told them in between breaths. They both nodded, Gwen still had a mad look on her face, but her eyes held concern for him.

Max just nodded in acceptance and waited patiently. He knew Ben would tell him the truth, though the complete truth he didn't know. He'd always known Ben to tell the half-truths or half-lies, so either way he wasn't wrong or right in some situations. He had to admit, it was smart against a regular person. But to a trained soldier… yea they'd see right through act.

After a few minutes of waiting they deiced to head back to the original campsite and Ben would explain what happened there.

They sat around the campfire in silence, Ben, who had re-found his bearings, began explaining.

"Okay, I'm like, five minutes into my walk in the forest and nothing was happening, I wanted something exciting to happen. And I got what I wished." Ben started as he peered down at his watch, which was green once again. Gwen and Max nodded in understanding, it made sense… so far.

"All of a sudden, a meteor came flying out of the sky. I had been lucky enough to see it in the corner of my eye and had enough time to properly doge. I got curious and decided to investigate the crash site and boy was I amazed at what I saw. Inside the crater was metal sphere looking thing. So, I went down and decided to check it out. I was that far in, I had mars well finish what I started. Once I got close enough it opened." Both of them clearly looked surprised, but Ben kept going. "There was a watch in it. Now, I wanted to take it and see if it was something interesting… well, it decided it would the one to come to me." Ben explained and gestured to the watch that was on his left wrist.

"I got curious once again and started screwing with it. And I accidently transformed into the what you two saw me as. I was so shocked that I didn't realize that I had started a fire… I was too stunned at it. It was like seeing the most beautiful thing in the world and then feeling it. After Gwen confronted me, I told her to go over to you, Grandpa. After that, I ran to the other side of the forest and tried something I wasn't sure was going to work. But I did it anyways." Ben explained to them, who both had shock and awed looks.

"Wait… What did you do and how'd you stop the fire?" Gwen asked him curiously after she had partially gotten over her shock.

"Well… I thought sense I was invincible to fire and since I send out fire, then I could possibly return the fire. In other terms, I could absorb it. It took a lot of energy and a lot of concentration… but I did it." Ben told them, shocking Gwen once again, but Max just had a surprised look of his face.

"So, you transformed into some kind of alien." Max blurted out. Causing Gwen to look at him weird and Ben looked shocked and horrified. Max mentally cursed.

"I need… I need to think." Ben stuttered as he walked away again.

Gwen looked at Ben retreating form worriedly before she ran off after him without a second thought.

 _ **Ben 10:**_

"Ben… Ben!" Gwen called out from behind him.

Ben didn't respond, he just kept walking with head down and his hands clenched tightly at his sides. She slowly walked behind and gently placed a hand on forearm.

Ben turned his head and she was shocked when she saw tears raining down from his eyes.

"Ben… what's wrong?" Gwen asked worriedly. Ben broke eye contact and fell on his butt and sat crisscrossed.

Ben debated on whether he should tell her or not, but he decided to. He took a deep breath stared at her with sorrow and emptiness in his dark green eyes.

"It all started when I was ten years old. Me and best and only friend were at an abandoned park. Ya 'know, just screwing around doing stupid shit and all of a sudden a transport pod fell from the sky. Guess what came out of the transport pod? It was an alien. Can you believe it… a fucking alien? We did what any sensible person would do in that situation… we ran like bats outta hell. But… I was the slower one between the two of us, he saved my life. He told me to run ahead of him and he'd keep it busy. Yea, well I didn't get so lucky. Two red laser blasts came across and shot me twice. I still kept going... even while I heard my best friend's screams of pain." He told her, much to her shock and horror. Ben grasped the white medical rap that was around his throat and untied it. Once it was removed, a jagged scar that was about three inches long and a good two inches thick. She looked at it in even more horror.

Ben also grasped the white patch that covered a small bit of his right cheek and slowly removed it, revealing a jagged scar that went diagonal across his check, almost reaching his right eye and nose. It was about four inches long and an inch and half thick. The scar traveled down to the bottom of his jaw.

Gwen shakily placed a hand on his cheek and felt the scar. Surprisingly, Ben didn't resist, in fact, he leaned into her touch. The scar was soft but had a rough undertone.

"I-Is that why you changed… is that why your not that same hyperactive knuckle head, I knew?" Gwen asked with a saddened look on her face.

Ben sighed before he nodded. He was surprised when he felt a sudden weight that crashed into him. He looked down and saw Gwen, who was crying heavily into his shirt. He looked down at her in shock, was this really the one who would criticize everything he did and always looked down at him almost every second of the day? Ben just slowly rubbed her back softly as he really hadn't been in this situation before, so he just settled for this.

" _Hey… don't cry because of me."_ He whispered down in her ear, causing her to cry even more. Ben sighed lightly in confusion. People were so confusing… girls were even worse. He never understood them, no matter how hard he tried.

After a few more minutes of comforting her, they eventually decided to head back to camp. Ben, had on a small smile, which was unusual for him. The only thing he really did was smirk and scowl at people, he never really smiled. So, this whole concept was generally new to him.

When they got back, Max was waiting for them in exact same spot as he was at when they left. So, they sat once again a resumed their much-needed conversation.

"Okay, how did you know that I transformed into an alien?" Ben asked in a no-nonsense tone. He had a frown his face and dared Max to lie to him.

Max frowned as well and grabbed a stick and stared skewering the fire with the stick.

"I never wanted to tell anybody this secret. I really wanted to take it to the grave… but I seems fate has other plans for me today." He stated mostly to himself. Gwen started tapping her foot in impatience, it would seem that she wanted to know as well.

Ben frowned even deeper as he danced around the subject.

"You see kids, I wasn't the ordinary Plumber that would clean people toilets and unclog sinks. No… the job of a Plumber was far… far more serious and scaring. Being a Plumber was one of the best times of my life. Until I started getting older and more experienced… I started seeing the Universe for what It actually was and not as some 'cool' experiment and not as some playground. No… the Universe was a war ridden place. It was almost everywhere you went, a war this planet and a war on that planet. The Plumbers were basically Intergalactic Space Cops. We did the dirty stuff and we did what was right. At least… most of the time." Max continued in a solemn voice, causing Ben's frown to become even deeper then he would have thought possible.

Gwen's eyes widened in surprise, but she stayed quiet. She saw how hard that must have been for him to admit.

"And so, even the youngest of Plumbers had even scene a good amount of war. The veterans had seen so much that some even died from mental stress. It was a serious job. I didn't want to get anybody involved with the Plumbers, so I hid it away and made cover story after cover story in hope of never being found out." Max finished with a grim and guilty tone.

"I… think I understand." Ben stated without a trace of emotion on his face and in his voice. Gwen and Max's heads snapped up in surprise.

"Look how devastated I was when my friend died. I never told anybody that it happened, not even my own parents know. You two are the only ones that actually know." Ben explained, causing the two of them to nod in understanding as well.

"So, what should I do with the watch? I mean… I know this is going to sound stupid… but I'm not sure I even want it." Ben informed them as he unconsciously brought a hand up to the scar that was on his face, that wasn't wrapped up. "I'm not sure I want to be _apart_ of anything alien related." Ben stated darkly with zero emotion in his tone and his dark green eye got even darker.

Gwen and Max winced simultaneously as they looked and listened to Ben. Gwen swallowed some salvia down her, suddenly dry throat and spoke up.

"I think you should keep it, Ben." She told him quietly, causing Ben to snap his head towards her and he narrowed his eyes in anger. But she wasn't done, "Think about it, you could do good with that. Imagine what you could do with that kind of power and imagine what would happened if _that_ gets in the wrong hands." She told him with a smile. Ben's eyes widened some before he nodded a small bit. That seemed right, but it… still brought back too many memories.

"She's right you know." Max told him gently. He didn't want to force Ben to do anything he didn't want to do.

"Well… one thing is for certain." Ben started. "This watch isn't coming off anytime soon. So, I probably should at least learn how to use it. That should be enough… for now." He whispered the last part, but they still heard him faintly. Ben peered down at the watch as it glowed an ominous green.

Max and Gwen both backed off and looked at Ben patiently.

"Okay if I remember correctly… it should be one of the two buttons that activate this thing." Ben murmured as pressed on the bottom green button. The faceplate instantly popped up once again popped up and the silhouette of the alien he was in the forest. He decided to turn the dial and another alien silhouette appeared, but this one was different. It looked like ghost humanoid. Ben turned the dial once more found a tall alien with four arms. Getting a tiny smirk, he quickly forced the dial straight down and everybody was blinded with a bright green flash.

The light died down a few seconds later and Gwen and Max both could clearly see a twelve-foot tall, red skinned alien with four arms and four small yellow eyes in Ben's place. He also had white short sleeved shirt with the black stripe going down the middle, with the white, silver and black insignia sitting on his chest.

"Huh… is it weird that I already know what this guy can do?" Ben asked seriously in a deep, almost growling voice as he looked down them. Gwen took it as a joke, but Max narrowed his eyes in concentration.

"What do you mean, Ben?" Max asked, causing Gwen to snap her head towards him and she looked at him in confusion.

"Well, it's like I know it instinctively… almost like I've known it all my life." Ben explained, causing them both to look at him in shock.

"Wait, your being for real?" Gwen asked incredulously. Ben just nodded his head and Max spoke up.

"Maybe the watch teaches the user how to at least use that set alien. You know, for safety reasons." Max added. Ben just nodded slowly, hell if a watch can let him transform into aliens then the watch might just have other hidden features, Ben wouldn't doubt it for a second.

"So, what does this four armed… alien do?" Gwen asked with a curious glance as she hesitated in saying alien.

"Well, with my bulging muscles and the extra arms, anyone with a brain would bet that he was a strength alien. But, that much is obvious. And he can jump pretty high as well, due to his powerful leg muscles. So, yea. That all I know… but I'm sure he can do more than that." Ben informed her, causing her to nod with an amazed look.

"Well son, your right about that. The species that you turned into is called the Tetramand. They possess natural strength that is infamous throughout all out the Universe." Max informed them both, getting wide eyed stares from both cousins.

"Okay, lets see what your made of." Ben mumbled as he walked over to a tree and pulled it out of the ground as if it was a common weed. Ben just chuckled before cocked his arm back and threw the tree at least three hundred feet away, making Gwen's eyes widened to comic proportions in shock and Max just chuckled in amusement. He remembered his own look when he first had witnessed a Tetramand's strength in person.

"But listen to me, Ben. While Tetramand are good fighters and great weight lifters, they are on the other hand slow and cumbersome. But, I guess they make up with it with their viciousness in battle and defense." Max informed him.

"So… he's and all-round bad ass?" Ben questioned with a smirk, causing Max to sigh in defeat. Max new better to argue with Ben while in this form, another quality if the Tetramand, was that they were very stubborn, possibly the most stubborn creatures in the Universe… of course next to the Appoplexians.

Max hid a wince of the thought of an Appoplexian… the last time he fought one, well… he nearly lost an arm and almost died. He really hopped Ben never transformed in an Appoplexian, it probably wouldn't be good for his heath, or really anyone's for that matter.

"Okay Ben, I just want you to do some basic boxing combos while being in that form. It will help getting a basic understanding of your fighting tendencies while in that form." Max ordered him.

Ben sighed before he nodded and started doing some jabs, cross' and even some haymakers. After that he started doing some kick boxing combos. At first, his speed was slow in cumbersome, but after a few minutes, he started making his movements fluid and faster. It was kind of surprising seeing his fists move at speeds the were just above a blur, especially at seeing his size.

"Hey, doesn't Ben seem… oh I don't know, faster then he should be?" Gwen questioned, causing Max to absent mindedly nod.

"Tetramand's aren't normally this fast, especially for young ones like Ben." Max informed his granddaughter, as he too was surprised.

Just then the sound of beeping filled the clearing and in bright flash of red, Ben disappeared again, but reappeared a few second later, but this time he was back in his human form.

"Okay, so I'm me, again." Ben mumbled as he clenched his fist and frowned at the loss of strength.

"Man, it was like I was power high." Ben spoke in a confused tone. Max looked at Ben with an understanding look.

"What your experiencing, is basically a power withdrawal." Max informed him. "You should be fine in a couple of minutes." He added reassuringly, making Ben sigh in relief.

"Well, what is it like?" Gwen asked with an expected glance. Ben stared at Gwen with even darker eyes then what he had before.

"It felt like a drug. And once I transformed back into my human form… I felt overwhelming disappointment. It-It feels like I'm unhappy with being human." Ben answered her with a frown plastered on his face.

"Ben, listen to me. You'll be fine. Once you transform a couple more times and you get used the feeling then you'll be completely fine." Max told him as he placed a hand on his shoulder and squeezed it lightly.

Just then, they heard a transmission through the Rust Bucket and sounded like the person was panicking. The trio quickly dashing into the RV and started listening transmission.

" **O-Okay, who ever is listening to this… you may not believe me… but were being attacked by-by some giant robot. It's destroying e-everything. And… oh-oh GOD NO!"** He shouted at the end and blood curling scream filled the end of the transmission. After that, the entire line fell.

"Okay… I'll be that person." Ben muttered as he got up and looked at the two, "What the hell was that?!" Ben asked with a frustrated growl. First getting this watch and now a giant robot attacks a local camp not even a couple of miles away. Just great.

"To be honest, Ben. I don't know." Max answered honestly. Gwen had enough and slapped her hands on the table and angerly shouted.

"Well, we have to do something! We can't just sit by while people die!" Gwen stated angerly. Causing the two to sigh simultaneously, one in frustration and one in tiredness.

"C'mon Gwen, tell us. What do you want us to do? I know were more then capable of taking down a robot but think past this altercation. Do you really think this will go unnoticed by the government?" Ben asked. "It's probably looking for the watch or it's looking for something." Ben added as in afterthought. The two looked at him weirdly.

"Really, a giant robot comes and annihilates a park for no reason? Please." Ben said sarcastically.

"I've made my decision. We're going to help them." Max stated finally, causing Ben to once again to sigh in agitation and Gwen smiled in relief.

"Fine. But we have to get there quick if want anything to be there to be saved." Ben agreed.

"So, what our plan?" Gwen asked seriously. Ben just absently smirked brought up his left hand as the watch glowed an eerie green.

"What else, we get there, and I trash the world largest washing machine."

 _ **Ben 10:**_

"Wow that's one big robot…" Gwen whispered as she watched a forty-foot tall orange robot with four large legs and two power arms that had a laser underneath the 'palm'.

"So, which alien will it be." Gwen asked Ben as he watched the carnage with an emotionless expression, but held sorrow clear in his eyes, something that Max caught.

"I don't know." Causing her to face vault. "Maybe a new alien." Ben stated as he activated the watch and the dial popped up and forced it down immediately, causing a flash of green to erupt.

In Ben's place was a large Theropod Centipede-like alien. It hade a large segmented purple and grey body. It also had a red skull-like head with a long red horn and it dark green eyes. It had six short arms with two clawed fingers on each claw.

On its collar bone, the same white, silver and black insignia was planted there.

Max unintentionally took a step back in fear and small sweat drops slid down the side of his face. He held a look of pure horror and shock on his aged face. Gwen looked at Max weirdly, she didn't think he looked that _scary_. Though she ignored the shivering feeling of fear as well.

"I can see why you two are scared of me." Ben said in a surprisingly light voice, causing the two look at him with shocked looks. "I'm the natural predator of one of the most formidable race of aliens out there." He continued, making Gwen shocked. Max looked down a bit in shame, but he was still shivering slightly in fear.

"I'm not going to lie… this form… this power I feel, is intoxicating." Ben admitted. "But I will never hurt any of you. You have my word." Ben promised as he charged off towards the rampaging robot. Each step he took shook the ground slightly as well.

"G-Grandpa, what species was he talking about." Gwen questions with a slight stutter in her voice.

"… He's talking about the Vaxasaurians. Some of the meanest, yet most gentle aliens out there. But when they get mad, and they get serious, they can grow on command and grow to hundreds of feet tall and their already monstrous strength gets multiplied each time they grow. It's said that some of the strongest Vaxasaurians can lift an entire planet and literally throw it." Max informed her with his fist clenched.

Gwen's eyes widened to comical proportions and almost fainted. Being capable of lifting planets and throwing them? That… That just sounded unreal.

(A/N: Now, I know the it might be a lie about Vaxasaurians, but c'mon we've never really seen a fully aged Vaxasaurian before. So, I'm thinking that Vaxasaurians get stronger the more they age, just like any other alien. But, hey you want to shit on me, then go ahead, I could use the entertainment. Also, if you guys could give me some idea what to nick-name Tyrannopede, then please do, I don't really like the default name.)

Just as the robot was going to destroy another building, a long string of web shot out of no were and was wrapped around the robot's outstretched arm. The robot looked in the direction in which the web came from and was instantly pulled forward and fell 'face' first into the ground, causing a dust cloud to kick up.

Ben seeing his enemy downed, he quickly charged. Just as he got close enough, the robot lifted his other arm and blasted him with a large, red laser in point black range, sending him skidding back a few feet with a smoking snout.

Ben let off a terrifying roar before he charged once more, except this time, he shot another long stream of webbing that tied around the robots 'face', effectively blind it's sense of sight.

He then got an idea, Ben smashed the ground with his monstrous strength and weight, causing the ground rip forward like tidal wave, the ground came into contact with robot, sending it back into small shed-like building. After a few moments, it recovered and grasped the webbing around it's face and tore it clean off without much trouble, then it let out a terrifying shriek.

' _Okay, not good. It's back at long range, which is this alien's weakness.'_ Ben thought as he took a laser blast head on and came out with only a few scratches.

' _This isn't good. Maybe… yes, that should work.'_ Ben strategized.

Ben stayed in his exact same spot until he got blasted, he then countered by shooting a small web, which absorbed the blast. He then charged forward with his head down, taking every blast of energy head on. Just as he close enough, the robot then smacked to the side or al least it tried to. Ben then grabbed on to the mechanical arm with his powerful jaw, he then clenched his jaw and then tore off a portion it's arm. It stepped back a few feet started shooting rapid fire energy blasts at Ben, causing his to wince in pain.

He let out a powerful roar, multitudes louder then the last one, causing the robot's head to light up in a static shock. Ben now took this distraction and rammed his red horn into the robots leg and started tearing it apart with his razor-sharp teeth. Just as he got through, the robot's arms to the sides started smoke, Ben thought robot was finally going down for the count, but no, he was wrong.

The metal side of the robot slid open and out came were two flying, orange droids. They immediately let loose a rapid fire of red lasers, causing Ben to roar in pain.

While the a single of those beams didn't hurt much, but a couple hundred of them hurt more then he imagined.

He roared in absolute plain. It felt like his who body was being electrified and burned at the exact same time.

' _G-God… danmit! I-I cant take m-much more of t-this.'_ Ben thought as his whole body started convulsing from the pain.

" _ **Then transform into a different alien."**_ A mechanical called out, surprising Ben.

' _Y-Yea and how w-would I do that?'_ Ben asked mentally he dropped to his knees.

" _ **Well, Master Tennyson, you would have slap the Omnitrix dial. After that, I will do the rest of the work, Master."**_ The voice responded. Ben would have asked what the Omnitrix was if he wasn't in so much pain. He reached one his stubby arms and lightly slapped the dial, causing it to glow green for moment before he was ingulfed in bright flash of green that blinded the entire area.

In the place of Ben's kneeling form, was a small toad humanoid. He had green skin, six sprout-like growths on the back of his head, a dark-green patch of skin on his head, light-green skin on his face and belly and a crooked teeth overbite. He has whisker-like lines on his face. He also had a green tail. He wore a black open-front suit with white over-sleeves and white bands around his legs and white padding under his three-toed feet and wore the Omnitrix symbol on his left hand.

"Oh, this guy's abilities lie with eating things and spitting them out." Ben was not going to lie, the idea itself sounded absolutely revolting, but he'd do it anyway.

Ben narrowly dodged a barrage of lasers as he hid between the scarped robot that he defeated not too long ago and sent his elastic tongue and ingulfed a piece of sharp shrapnel and swallowed it whole, causing his stomach to glow green.

He then aimed high and spat, out his mouth came a small shot of green acid and it narrowly missed the flying drones and caused them to maneuver to doge the incoming barrage of green acidic bombs that were sent their way by the newly transformed Gourmand.

Ben then swallowed most of the robots arm, including the large blaster that attached underneath the arm. His stomach bulged after he ate the arm. Ben narrowed his eyes and focused his gaze on the incoming fight drones. Just as they started firing, Ben then slid to side and vomited a huge size acidic bomb that was almost the size as a small car. The one on the right dodged, but the one towards the left wasn't so lucky and was shot out of the sky by the Gourmand's spit bomb before it blew up in a large green explosion.

Just as Ben was about to fire another bomb towards the incoming drone, a narrow blue beam was fired from behind him and snipped the drone straight out the sky, causing it explode in fiery passion.

Ben slowly looked back and saw Max who was laying prone on the cliff that was behind him. Max slowly aimed out of the Plumber rifle that he was currently using. (Think of the ordinary Plumber riffles).

"What? You looked like you needed a hand." Max shouted from the cliff. He then hopped to his feet and gestured to an awe-struck Gwen to follow him. The older man then slid straight down the hill like he was snowboarding down a mountain. Gwen did so, albeit slower than her grandfather had done.

Just as they got up close, they heard a familiar beeping sound and in a flash of red, Ben was back in his human form. Though, his skin complexion was an unhealthy green and he ran straight into corner and started puking his guts out.

Gwen at him with a worried expression on her face and Max looked at Ben with an unreadable expression his face.

After a few minutes of puking, he turned back and looked at his family members his half-idled eye.

"I'm not going to lie, that was probably the most exhilarating thing I've ever experienced… but at the same time, probably the most disgusting thing I've ever done. Yea lets eat metal, wire and oil. It's very healthy." Ben admitted but mumbled the last part. But his face took on a serious look in the matter of seconds.

"Grandpa, I think I found out what this watch was called." Ben told him, causing him to quirk a curious eyebrow.

"It's called the, Omnitrix." Ben announced with a small smile on his face. Max's eyes widened for a brief moment before they settled back down.

"So, I was right then." Max stated quietly, but quiet enough.

"You knew… didn't you." Ben stated.

"There were more rumors then facts and I happened to hear about them. So, seeing watch doing the same thing as the rumors say, then yea I'm compelled to say that it was a fifty-fifty chance of it actually being the Omnitrix." Max told his grandchildren with a victorious smile.

"Yea, I'm beat… so if don't mind… I'll crash here…" Ben's voice fell off as his eyes rolled back into his head and fell forward, unconscious. But before he the ground, Max was able to grab him before his slung him over his shoulder.

' _You've done me proud. The amount of accomplishments you had achieved, here today, was nothing short of remarkable. But you also realized your faults, but you didn't comment on them, you just thought about them and then you forgot about them. I remember the last time I saw you, you were definitely at your worst. Six months ago, you were harsh to everybody except me and your mom. You ignored everybody and isolated yourself… but here you comforted Gwen when she needed it. But the question that stands is… who is going to comfort you when you come crashing down.'_ Max thought with a smile on his face as turned slightly and casted a look at his unconscious grandson.

 _ **Ben 10:**_

 **Yes, I know thi** _ **s**_ **Ben 10 is way different then the one we all know and love. But hey, I decided to take a bunch of my favorite anime character's personality's and I mixed them all together. As you guys can see, he has a lot of Kakashi (From Naruto), with his smut reading, his laziness. Also, if you haven't noticed there still a lot to Ben's character that hasn't been mentioned yet.**

 **Also, I need to know what pairing you guys would want. I was planning on making it a Ben X Kai X Gwen. But I don't know, so I'll leave it up to you guys to decide.**

 **No, I won't make him suicidal. He isn't an** _ **Emo**_ **. God, I hate saying that word, typing and or thinking about it. It's not that I hate people who are like that, but it's the people who put a derogatory nick-name on something. I wont go into personal details or bias, but I think it's stupid that people label different people and automatically put a label on them just because of their personality or what they wear for clothing or their tattoos.**

 **Okay, so about that crossover, I want to know, what place, Universe would you like Ben to go to. Though one thing is certain, is how the story starts.**

 **I'm going to be doing the cliché Ben spends X amount of time in the Null Void and then ends up in another Universe. Also, I will be revealing a decent portion of his personality.**

 **The Ben that is trapped in the Null Void will be similar to the one that I'm writing… only that, similar.**

 **Ben will have a more rugged personality, and more of an instinct to things. He is way more determined then he was before he entered the Null Void. But he's determined to accomplish his set goal, what ever that is at that time. I know pretty vague. This Ben will be way more knowledgeable and say… power hungry but would never resort to stealing power or doing awful things for power (Like Levin). No, he fights and trains for power. Ben also has more of a ruthless side that comes out on numerous amounts of occasions, some unplanned and most planned. Ben is Bipolar as well, but not heavily and it's not being used for comedic relief. As you should know from either reading this or reading my Naruto Fanfiction is that I don't really like anything comedic. Because most of the time in fanfictions, I read something that's supposed to be funny, but to me it looks like your MC is getting pimp slapped for laughs.**

 **I guess you can say he's a lot like Tetrax, way more then you probably would know.**

 **Also, I love strong, powerful and godlike MC's. So, I will make Ben stronger, and eventually 'godlike'. But I wont rush it, so don't worry about him getting to powerful, way too quickly.**

 **This story will also be going through, Alien Force, Ultimate Alien and maybe Omniverse. But I doubt it.**

 **So, please tell me what I should do for the crossover and what would you guys like.**


	2. Washington DC

**AYE, I'm back and better before!**

 **Now, I have a few things I need to say first before I begin this chapter.**

 **First, I want to apologize for not updating sooner, I kinda lost track of time by working on other projects that should be releasing sometime this august, so keep an eye out for that.**

 **Also, since I haven't updated this story as frequently as I would have liked, I'm going to be releasing two whole chapters back to back within a span of a couple days.**

 **I will say this, I WILL be skipping the Kraken episode, but I will be doing** **Permanent Retirement** **and** **Hunted.**

 **Also, I want you guys to tell me what your favorite Episode or Arc of Ben 10 is, it can be from any Ben 10 series, so feel free to PM me your answer or just leave it the Review Box.**

 _ **Ben 10:**_

It had been a few days since he had first found the Omnitrix and it's been hard. Ben knew the responsibility for having the Omnitrix and he loved the device itself… but he didn't really like all the attachments that came with It. He had a dead knot inside of his stomach every time he thought of someone coming for the Omnitrix. Ben knew it would happen eventually, so he tried to prepare for it. What a better to do that, then train with the Omnitrix. As a result, he had transformed into every one of his aliens at least once. So, he had at least a general idea on how to use each one.

Right now, they were at the store, because they needed to buy a few things before they hit the road once again.

"So, Ben, what're you doing." Gwen asked her cousin. Ben just shrugged silently as he kept turning the dial for the Omnitrix.

"I don't know. I guess you could say I'm bored." Ben told her with a yawn. She sighed silently as she dragged through the store, occasionally stopping to get a few things that she either wanted for needed. Ben also had gotten a few things, but nothing big, just a few bags of chips, a candy bar and some gum.

Just as they walked over the register, a three of them felt the ground rumble slightly, everyone just thought it was an earthquake… well, that was until a fifteen-foot tall toad came crashing through the supermarket wall, funny enough, there was a man riding it.

He was average height and had had pale green skin, yellowish eyes, and shoulder-length white hair. He also had some sort gadget resting on his head and had one red goggles. He then jumped down a calmly walked over to wall and grabbed something and stuffed into a brown bag and calmly walked back towards his toad like nothing ever happened.

"Okay, I don't know how you shop back where ever you came from, but that's not we shop here. So, how about this… put stuff back that you were going to steal and go back to the hole were came from. Or, I'm going to roast you… and I mean it very _literally_." The Omnitrix bearer warned was he walked forward to face the yellow skinned human.

Ben heard the man scoff and spoke his next words with so much arrogance that it practically wrecked off of him… either that or another horrific smell was coming off of him.

"Please, a child stopping, thee great Dr. Animo!" The now named Animo scoffed as he thought a child would stop his brilliance, before he hopped onto his toad and stared down at the child, who he thought was just playing hero.

"You chose wrong, Dr. Freak!" Ben spoke as activated the Omnitrix and didn't even both selecting his alien before his slammed down dial, causing a green flash of light erupt, blinding everyone in the store.

In Ben's place, was a blue and black skinned humanoid velociraptor with black wheels on his feet and he wore a helmet with a visor, leaving the other features of his head unknown. He wore the Omnitrix symbol on his chest. He also had five blue stripes on his black tail.

"Now, Animo, you've made a terrible mistake." The creature spoke in a sped up raspy voice from behind his helmet.

Animo had to do a double take at the creature that was in front of him. _'What in the bloody hell is that?'_ The mad scientist thought in surprise.

"I'll give you one more chance to give up, Animo." Ben spoke with a warning tone. The scientist just grinned savagely before he jumped straight onto his toad and he ordered it to attack.

"Fine, I'll play along. Grandpa, Gwen, I want you two get everyone out of here. This is about to get ugly." Ben spoke with a unflinching look towards the charging toad with a maddened doctor riding it. The two nodded their heads and started evacuating the left-over civilians that were still on the scene.

Just as the two left, Ben zipped off with a blue and black after image. He quickly started hitting all of the toad's blind spots and then sent a few hundred kicks to the stomach, which sent him flying into the store's shelves. Unfortunately for Ben, Animo was completely fine and he started configuring his helmet and a narrow red beam shot out and zapped a few animals, which shockingly, started enlarging them… no.

' _No, he's not enlarging them… he's evolving them!'_ Ben thought in pure shock as a small parrot grew to about eighteen-feet tall and had sideways slanted, red eyes. The next animal was a small hamster, it quickly started evolving as well and grew to be about six-feet tall, but danm that thing looked mean. It grew multiple red eyes and also grew horn-like tusks for teeth that curved upwards.

Ben snapped out his thoughts when the evolved hamster charged wildly at Max and Gwen. Ben quickly sped off and slammed into he hamsters side, causing it to slam into a shelve.

Ben's visor quickly retracted back into his helmet and his face became visible. He had a blue face, green eyes, black lips, and stripes above and on the right side of his eyes. "Look, I might need help. I can take the toad and the hamster. Think you can handle the bird?" Ben asked with a much clearer voice.

Both of them nodded their heads before Max dragged his granddaughter back into another isle. Thought as soon as he turned back around, he was back handed into the back of a wall back by the toads long tongue.

Ben groggily retracted his visor back down and narrowly dodged another tongue swipe, courtesy of the giant toad. Though, Ben quickly grabbed the long tongue with both his claws and pulled hard, but instead of pulled it like he thought, he was pulled instead. Ben thought quickly started rapidly punching the toad as he got close, but it barley did any damage.

Just then, he hamster charged from his side, which Ben easily dodged with his enhanced speed, causing it zoom right past Ben. He zoomed forward and started running in a circle around the toad. But what Animo didn't see, was that Ben was rapid striking the toad in every blind spot or weak spot it had. The toad suddenly roared in pain and it accidentally shook Animo right off his back, making him fall straight on his back. Ben then zipped right on in front of the toad and whipped his tail, striking him straight on the face, sending the toad flying back.

' _Gotta love speed momentum.'_ Ben thought with a small smirk on his blue face which was hidden because of the visor.

' _Now for… Animo…'_ Ben trailed off in thought as Animo was currently gone from were he was before. Just then the glass from above him broke, Ben quickly stared up and saw… Animo on his bird, flying straight through the sky light.

"You may have beaten me, today! But I swear I will get my vengeance and I WILL complete my goal AND I'LL TURN WASHINGTON D.C INTO WASHINGTON B.C! " He shouted in a crazed fashion. Ben started Longley at the, now broken skylight as Animo flew off into the distance.

"Sorry, we were blindsided with that… rabid hamster." Max apologized with a disappointed sigh, he should have never gotten taken surprise. Gwen on the other hand looked at Ben angerly.

"I thought you had the hamster covered?!" Gwen shouted at him with a furious expression on her face. Ben continued to stare at the skylight before he slapped the Omnitrix symbol on his chest and in a flash of green, he was back to normal.

"I made a mistake. That all, if your going to count all of the mistakes I'll make with this watch on, then you should get a book or a long piece of paper, because that wasn't first time and certainly wont be the last." Ben told her with a serious voice, causing her frown to become deeper. She was about comment once again but was blinded by another green flash. Ben once again transformed back into the speed alien which he became a few minutes ago and quickly zipped off.

"Wait, Ben!" Gwen shouted, but was stopped when large hand was placed on her shoulder. She looked up and saw Max with a disappointed look on his face and he shook his head. 

"I'm disappointed with you, Gwen. You know Ben never meant that to happen. Do you really think Ben would let us get hurt on purpose?" Max asked rhetorically, causing Gwen took stare down at her feet in shame. After a few minutes, the decided to get back to the Rust Bucket and to try to find Ben.

They looked around and saw that Animo's animals had also gotten away. They quietly cursed and ran back to the Rust Bucket. They had to find Ben, ASAP.

 _ **Ben 10:**_

Ben quietly zipped through the streets at maximum speed, he was currently trying to find Animo. But after about thirty minutes and multiple transformations, he had no such luck. It was like Animo had dropped off the map after he had gotten out of the Market.

He reared a corner and wall ran up a fifteen-story tall building. Within a few seconds, Ben was already on top of it, he visor retracted up into his helmet and he stared at the city streets, Ben's eyes quickly moving back and forth as he visually scanned everywhere that was in his line of sight. He stayed there for a few more minutes before he retracted his visor back down and sped off to find the Rust Bucket.

Ben had easily found it within only a few minutes of searching before he de-transformed in flash of red. He lightly knocked on the side door for the Rust Bucket before he slid it open and walked in and he immediately drew the attention to himself. Ben walked up to his grandfather and sat in the front seat wordlessly.

"I couldn't find Animo. I circled the entire city with XLR8 and found nothing. It's like he dropped off the map entirely." Ben told Max with a sigh. The older man nodded his head in understanding.

"Did you find anything though?" He asked Ben, who nodded.

"I found some feathers of the exact same bird he flew off on scattered across numerous streets, but I couldn't trace it. But I do know he's still in D.C." Ben confirmed, causing his grandfather smile and ruffled his hair, making him lightly chuckle.

"Then it wasn't a total waste. I mean if you didn't find that clue then we would have never know he was still in D.C." Max told him with a proud smile on his aged face.

Ben grinned a small bit and shook his head. "Don't worry about. So, did you guys find anything?" Ben asked him. Max nodded.

"Yea, we found the Dr.'s motives. He's basically having a twenty-year-old hissy fit about not winning a competition that was set long ago. He's doing this for revenge." Max explained to his grandson, causing his grin to instantly vanish and was replaced with a small frown.

"So, he's planning on killing thousands of innocent people just because he lost the science convention?" Ben asked angerly. Max solemnly nodded, definitely agreeing with Ben's statement. This whole thing was childish beyond belief.

"Grandpa! I think I know were Animo is at!" Gwen shouted from behind, surprising both of them.

"Where is that, Gwen?" Max asked seriously.

"It's the museum!" She shouted once more, causing Ben to face vault upon hearing her answer.

Of course! Why didn't he think of that!

"Well… what are we waiting for?" Ben asked. Max smirked as he started to drive. He dodged and weaved through traffic. They needed to get to Animo, and fast.

"Why cant you go as XLR8?" Gwen asked from behind. Ben just shook his head.

"I don't want to waste the time for transformations. We don't know what we're getting into, I don't know if I'm going to have to make multiple transformations or not. At the moment, it's safer to play it slow." Ben explained to her, causing her blink in surprise before she nodded at his reasoning.

After a few minutes of speeding through traffic at speeds that Ben and Gwen didn't know were possible for the old RV.

Once they got there, they quickly hopped out the RV and Max had a Plumber riffle with him and Gwen carried a Bo staff that was made out of pure solid wood and had metal tips. It was primarily dark brown in color.

Ben was just in his human form and his face was completely serious.

"Remember kids, we don't know what were getting into, so be on alert at all times." Max told them seriously, Gwen nodded back, but Ben just started calmly walking forward, his face emotionless as always. Just as they got to the entrance, Ben plucked a feather that lightly flying in the wind and eyed it for a few minutes before he lightly chucked it over his shoulder.

When they walked in they were greeted by Animo, who appeared to be working on something. Suddenly mad laughter was heard and was originated by the yellow skinned human.

"You really picked a bad time for trying to stop me. Now that I've completed my work, I can finally move my plans into faze TWO!" Animo shouted crazily as he readjusted something on his chest. It looked like switch of some kind that was attached to a dark brown vest.

"Please, you're the coward that hid. If you had any amount of honor, then you would have fought your battle head on. But I guess, the strongest do not always win and it's smartest that win sometimes. But… I'm afraid that today, that wont be happening." Ben told the scientist with a smirk on his face and his green eyes gleamed with amusement at how confident the Dr. was acting.

"Oh, my dear boy, you are so wrong that, you don't even know it! But allow me to show you how wrong you truly are! Behold the brilliance of Dr. Animo. The only man alive to be able to reanimate dormant cells!" The yellow skinned doctor yelled, completely shocking Ben to core.

"Wait… you cant mean?!" Ben asked incredulously, Max had a deep frown on his face and Gwen looked confused.

"You mean you are able to bring certain things or animals back to life?" Max questioned to make sure. He was familiar with such things. There were many ways to be able to do that, with level eight Plumber Tech, it was easy. But earth wasn't even ready level three Plumber Tech.

"I will say this Animo. That's amazing and very brilliant." Ben complimented, making the Dr. shoot a surprised look at the teen.

"But I cannot let you harm or kill innocent people. I will stop you, here today." Ben stated with absolute confidence and resolve in eyes and tone. Max smiled proudly, he could have said it better himself. Gwen nodded her head in agreement.

"BEHOLD!" Animo shouted a turned the switch and activated his DNA Transmodulator and shot out a red laser that was shaped like a lightning bolt and it struck the mammoth that was right beside him. Their vison was obscured by a bright red and orange light. One there vison was clear, they saw a moving mammoth with deep, soulless red eyes.

Seeing that his work was done, Dr. Animo then beelined it to another room. Ben caught and turned towards everyone else.

"Listen I'll take big guy over here. You guys take the Mad Freak." Ben told them as he readied his Omnitrix and activated it. Transforming into a diamond humanoid.

His lower body, torso, and the top of his head consisted of indigo crystals which has black lines and dots over it. There were six crystal shards on his back instead of four, and he also sported two more on the front of his chest. His eyes were green, and he wore the Omnitrix symbol on his chest. (Alien Force Diamondhead).

"Diamondhead? Okay I can roll with this." Ben spoke in a mature voice as he shaped his arms in crystal lances and charged forward. He slammed his crystal lance in the beast's horn, then Ben's reared back his other arm and reformed the lance into diamond like shield. He then slammed it against the mammoth repeatedly, until the mammoth had enough, and it used it's tusks to send Diamondhead straight into the air. Diamondhead didn't panic though, he flipped through the air and started firing crystals out of his hand, stabbing straight into the beast's flesh, causing it roar in pain. Diamondhead flipped once more before he landed on the ground with two feet.

"Okay that isn't normal. Those diamonds should gone straight through its body. But all it did was pierce it's skin. So, it's even stronger then it was when It was previously alive. Not going to lie Animo… this thing is wicked." Ben stated with a smirk on his face as he slammed his straight on the floor, causing valley of sharpened diamonds to erupt from the ground and they headed for the angered mammoth. It tried to stop Diamondhead's attack with its strengthened tusks, but it was easily overwhelmed, and it was sent into the wall forcibly.

It slouched over before it got up on shaky legs. It glared at Diamondhead with it's pure red eyes.

"Please, just stay down. I don't feel like killing you." Diamondhead pleaded. The mammoth completely ignored his plead and charged forward. Diamondhead just stayed motionless, just as it got close enough for attack, Diamondhead fell straight to his back and morphed his crystal hands into lances once again and lunged forward, stabbing right through the beast's under belly.

It's screamed in absolute pain as it tried to wiggle free, but Diamondhead morphed his lances and caused them crow spikes of many sizes from the lance while it was still inside its body. Blood spurted right on his diamond face and he made a disgusted face, but he kept his arms in the beast's stomach. It screamed in even more pain before it hunched over, once again dead.

Diamondhead rapidly retracted the spikes on his bloody lance and morphed his lances into hand once more. He quickly shook his head, like a dog shaking off water, but only in this case it was a diamond humanoid shaking off fresh blood.

"BEN!" Diamondhead heard Max call, he quickly ran towards were he heard the voice and saw Max staring at a large whole in the wall that leaded outside.

"What's wrong… where's Gwen?" Ben asked calmly before he had on a panicked face as he realized that Gwen wasn't next to his grandfather.

"The bird Animo evolved has her. And also, Animo reanimated a T-Rex. So be careful. I'll meet you whenever." Max informed him.

Diamondhead slapped the Omnitrix's silver, white and black insignia and transformed into a red, humanoid, manta ray like alien with two black lightning bolt-like stripes coming down from his shoulders to his Omnitrix symbol, which laid on his chest.

"Good. I got what I wanted. Don't worry about Gwen, nobody is faster than Jetray!" The now named Jetray spoke with confidence as flew up into the air at sonic speeds.

As Jetray flew the sky at she rapid speeds, he zoomed in on the hyper evolved flying bird, the mana ray's eyes shined green before two narrow beams shot out of his eyes, which hit the bird, causing it to screech loudly in pain before it flew straight up and gained altitude.

Jetray smirked before he picked up speed with a loud sonic boom. Just as he was gaining on to the bird, it dropped Gwen who screamed for dear life.

Jetray reacted quickly as he flew right after her and he immediately snatched her out of the air, causing her to jump in fright and surprise.

"Gwen, I need you to hold on tight." Jetray warned her in serious tone, causing her to meekly nod in acceptance before Jetray picked up speed once more in left in another sonic boom. He flew up and tackled the bird before he punched the bird in the side of the head, before he flew off and shot out a fast neuroshock blast straight out of the tip of his tail, effectively piercing it's wing, causing it to squawk in pain and surprise.

Jetray flew ahead of the injured bird once more before he used his superior speed and stopped midair while the bird flew straight at him. Jetray waiting until the bird was in range before he smacked the bird clean across the beak with his strong tail, sending it straight down into a vacant building, causing a small dust cloud to erupt over the point of impact. Ben focused before used his tail and his eyes to shoot three simultaneous neuroshock blasts straight into the building, effectively blowing it to kingdom-come.

Jetray slowly floated over the now destroyed building with flames burning bright, he stared down at the burning building for a few moments with a slight longing look before he turned around and blasted straight off in a sonic boom.

Just as Jetray had gotten to Rust Bucket, the Omnitrix started beeping before in a flash of red, Ben was back in his human form with Gwen still tightly wrapped in his arms.

Gwen's eyes fluttered open and saw the side of Ben's scowling face as he walked in the RV, she blushed lightly when she noticed she was in his… strong arms and slightly squeaked in surprise as well, causing Ben stare at her in surprise before his face lit up in a tiny blush as well, most likely realizing what she was squeaking about.

"Umm… yea… I'm going to put you down now." Ben slightly shuddered first before his face was set back into a scowl as he laid her down on her bunk in the RV. The orange haired teenager said nothing as she avoid Ben's eyes as her blush got a slightly bigger.

Seeing as his job was done, he walked over to passenger's seat and sat besides his grandfather who had a worried look on his face.

"How's Gwen and where's the bird?" Max questioned worriedly as he set the RV in gear before he drove off once more. Ben buckled himself before he answered his question.

"Physically, Gwen's fine. She's just a little shaken up, give her a few minutes for her to calm down, as she did fly around D.C at five hundred miles an hour." Ben told him calmly, his undertone held a little relief that everything turned out just fine.

Max sighed in relief as well, "That's good…"

"And the bird is dead." Was all Ben said and Max decided to drop it there.

"Though, what are we going to do about Animo? I mean who knows where he's at now." Ben muttered. Max looked over for a quick second before smiling.

"Animo dropped a clue at where he was going before he rode of on the R-rex. He said, 'he was going to claim the reward that he so rightfully reserves.'" Max quoted. "So, my guess is that he's going to pick up his reward from Dr. Kelly." He told him, causing Ben to nod in agreement before Max slammed on the gas pedal to go even faster.

 _ **Ben 10:**_

Just as Ben, Max and Gwen were nearing, they saw a giant T-rex run straight through a glass building with an intimidating roar. Though, it stopped and everyone in the Rust bucket saw Animo jump down from his seat on the T-rex before a grabbed the award from the shelf as he held it up and stared proclaiming himself as a victor and how 'humbled' he was as he 'accepted' the reward from the committee.

Ben just chuckled in amusement, the dude was making a clear fool of himself. Though, Ben had enough when he heard Animo order the T-rex to charge and kill Kelly and his friends.

Ben ran out of the RV without a warning before he activated the Omnitrix while running straight towards the attacking T-rex before he turned the dial a few times as he tried to find the select alien he wanted before he clasped the popped up dial before a bright green erupted from behind Animo and the T-rex.

Animo turned around before he growled in frustration and annoyance as he saw that infamous green flash of light that he'd come to hate in such a short amount time.

In Ben's was Four Arm's tall form as he grinned maliciously before he cracked his neck and knuckles before crouched down lightly before he hopped forward and tackled the T-rex the through the other side of the building, making a huge hole in the wall as they exited.

The Tetramand stood up, then he grabbed the T-rex's tail he started spinning, after a few seconds of high-speed spinning, Four Arms threw the T-rex three-hundred feet into the air effortlessly with a growl.

As the T-rex was in the air, it roared in defiance as it started trashing around. Four Arms stood still for a second before he crouched down before he was launched himself into the air. As Four Arms was nearing the T-rex he smirked, "Down you GO!" The Tetramand shouted he balled up all four of his hands together before he violently spiked the T-rex straight down to the ground in a sonic boom.

In the next second, the T-rex slammed straight into the ground, making a good sized crater and a small shockwave, that shattered most of the windows in a two-hundred foot radius.

Everyone else watched in awe as they watched a twelve foot, four armed monster throw a T-rex three-hundred feet into the air before he sent it straight down and made a crater that was over twenty feet deep and over thirty feet wide.

Gwen herself was shocked, she knew Four Arms was strong, but to make a crater of that size… it just sounded a little impossible, even with Four Arm's strength. She couldn't help but a little awed at the display.

Max just blinked in surprise. Ben's Tetramand form was exceptionally quick and it looks like he didn't sacrifice speed for strength either, it looked like an almost perfect balance of speed and power. Though, he couldn't help but feel a disappointed that he didn't have anything to do. Max expected something like a challenge, but it's like he would be walking out without one, unfortunately.

Four Arms walked back inside before he picked up a long piece of metal shrapnel and then he grabbed Animo by the back of his shirt, before he walked over to the outside in which the T-rex first came through.

"Let me down, you big danm brute! I swear I'll have your head for this and then I'll shove all FOUR OF YOUR ARMS UP YOUR RED ASS!" Animo yelled crazily.

"Shut up." Four Arms growled in a deep, raspy voice. He didn't give Animo enough time to answer before he grabbed the back of his head and slammed into the ground, effectively knocking him into the realm of unconsciousness.

He sat Animo down before he easily tied the piece of shrapnel around the green skinned scientist in he shape of a pretzel.

Four Arms tapped the white, silver and black Omnitrix symbol down before another green flash blinded the area.

In a second later, the sound of something 'zooming' across the building. Once the some of the bystanders the big red monster was, and the old man and the orange haired girl was gone as well.

 _ **Ben 10:**_

From inside the RV, Ben and Gwen sat across from each other and Max was in the drivers seat as he drove the RV.

They all sat in silence for a few minutes, before Gwen decided to break it.

"I-I want to thank you for saving me from the mutant bird… and I'm sorry for yelling at you in the Super Market." She said with a gentle smile.

Ben either looked like he didn't hear her, or he just ignored her, either or. He just stared at the passing landscapes with his normal emotionless face. He stayed like for a while, and Gwen frowned as she was ignored.

"I'm not mad." He told her in his normal raspy tone, surprising her. "I'm just… confused." Ben admitted with a very small frown stretching on his face.

She didn't say anything immediately, but she did speak. "What are you confused about?" Gwen asked with her expression unchanging.

Ben ran a hand through his spiky hair that hung over his left eye before he started absently playing with it. "I don't understand about what I'm going to do… I don't know if I want the Omnitrix, or if I actually do." Ben admitted with half idled eyes. "There is just so many things that can go wrong… to be honest… I'm not even worried about my own heath, I'm worried about someone coming for the watch and they end hurting you, or grandpa or my mother."

Gwen frowned even more before he reach across the table clasped one his hands, causing him to look at her with his singular green eye that was exposed. "Don't worry, I'm sure you'll make the right decision, and everything will be fine. I'm not saying that we wont people wont be hurt, but what I'm saying is, is that I have faith that you'll make the right decision, with what ever you decide to do." Gwen told him with one of the warmest smiles that Ben had ever seen.

Ben's eye widened briefly before it went back to it's previous state and a small blush marred his features and he avoided eye contact from her.

"I… appreciate it… really. It feels nice for someone to have that much faith in me." Ben muttered with a small smile tugging on his lips.

Gwen smiled even brighter, but she didn't let go of his hand, not that she really noticed, she just kept staring at his face as a small blush lit up on her face as well, but again, not that she noticed.

From the drivers seat, Max silently watched the conversation and the bonding moment between the two with a small on his aged face. It looked like they actually were getting along. He only hoped it stayed that way.

 **END**

 **So, who'd you guys like it? Good, bad, meh? Well, I kind of enjoyed writing that chapter. I had gotten to introduce another one of Ben's aliens, I had gotten write a few fight scenes, which I absolutely love doing.**

 **I also, liked writing the short bonding moment between Ben and Gwen.**

 **While some of you might be on the fence about them getting together to quick, don't worry, I wont be until later in the story. But remember, they aren't Ten year old's, no their Fourteen years old, so it's quite normal to get a boyfriend or a girlfriend during this age.**

 **Also, as I said, I'm going to be skipping some episodes, as some I deem necessary for the story to progress. The Kraken Episode is one of those. But don't worry, I don't think I'll skip too many episodes.**


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